UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
September 22, 2025
NEBIUS GROUP N.V.
Schiphol Boulevard 165
1118 BG, Schiphol, the Netherlands.
Tel: +31 202 066 970
(Address, Including ZIP Code, and Telephone
Number,
Including Area Code, of Registrant’s Principal
Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Furnished as Exhibit 99.1 to this Report
on Form 6-K is the press release by Nebius Group N.V. (the “Company”) announcing the exercise of the underwriters’
option to purchase an additional 1,621,621 Class A shares in the Company’s previously announced underwritten public offering
at the offering price of $92.50, less underwriting discounts and commissions.
INCORPORATION BY REFERENCE
This Report on Form 6-K (excluding Exhibit 99.1)
is hereby incorporated by reference into the Company’s Registration Statements on Form F-3ASR (File No. 333-286932) and
Form S-8 (File No. 333-286934), including any prospectuses forming a part of such Registration Statements, to the extent not
superseded by documents or reports subsequently filed or furnished.
INDEX TO EXHIBITS
Exhibit No. |
Description |
99.1 |
Press release dated September 22, 2025, announcing the exercise of the underwriters’ option to purchase additional Class A shares. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NEBIUS GROUP N.V. |
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Date: September 22, 2025 |
By: |
/s/ Boaz Tal |
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Boaz Tal |
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General Counsel |